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APR 151981 444 <br />Honorable Chairman and Members, <br />Board of County Commissioners <br />Indian River County, Florida <br />2145 14th Street <br />Vero Beach, Florida 33960 <br />Gentlemen: <br />April 21, 1981 <br />This letter acknowledges that Indian River County (the "Issuer") has accepted <br />the proposal of Arch W. Roberts & Co. and Leedy Corporation (the <br />"Underwriters") with respect to marketing the Issuer's Bond Anticipation Notes <br />in the principal amount of approximately $5,825,000 as interim financing for <br />the Issuers South County Water System which will be permanently financed by a <br />loan and grant from the Farmers Home Administration (FmHA). <br />The Underwriters agree to: <br />A. Use their best efforts to present as quickly as possible to the <br />Issuer a negotiated Purchase Agreement to purchase not less than all <br />the Notes. <br />B. Not charge any fees for preparing and distributing the Official <br />Statement, preparation of any special financial studies or attendance <br />at all meetings held by the Issuer, Bond Counsel or Engineer, as <br />�. reasonably notified and required. <br />C. Pay the Underwriter's own expenses in the event the financing does <br />not take place. <br />The Issuer agrees to: <br />A. Supply current information and data concerning Indian River County <br />and the Project. <br />B. Encourage the cooperation of its Staff, Bond Counsel and Engineer <br />with the Underwriter in the preparation of the Note Resolution and <br />Offical Statement. <br />C. Pay the following fees and expenses associated with the contemplated <br />financing: <br />a) All architectural and engineering fees, if any. <br />b) The. fees of other consultants which the Issuer deems desirable <br />or necessary. <br />Arch W. Roberts & Co. <br />Investment Banking and Municipal Finance / P.O. Box 12529 / St. Petersburg, Florida 33733 / (813) 821-1189 <br />